GENERAL CONDITIONS OF SALE
Applicable from 1 JANUARY 2025
EDILIANS (hereinafter the "Seller") is a company specialising in the manufacture and sale of clay building materials intended in particular for construction industry retailers and professionals (hereinafter the "Product(s)"). These general terms and conditions of sale (hereinafter the "GTC") govern the commercial relationship between professional customers (hereinafter the "Buyer(s)") and the Seller and apply to all sales of the Seller's products subject to any of the Buyer's special terms and conditions that are accepted in advance and in writing by the Seller.
The absence of prior negotiations around the aforementioned GTC when a Buyer places an order implies full acceptance of these conditions, which the Buyer declares to have read in advance.
In the event that the Buyer is a buying group, it is deemed to have entered into the contract in the name and on behalf of its members, who remain, without exception, bound by these conditions under the same terms as the buying group itself.
These GTC may be revised at any time by the Seller on provision of written notice. The date the Buyer receives these new GTC is deemed to be the date they come into force. The new GTC shall not apply to previous orders which remain governed by the previous version of the GTC.
ARTICLE 1: SALES
Unless otherwise stipulated, any estimate issued by the Seller shall be valid for a period of eight (8) days only and subject to availability of the goods.
All orders, modifications or cancellations of orders by the Buyer must be placed in writing and are subject to the Seller's written acceptance.
The sale shall be deemed complete and shall take effect on the date of the confirmation. Acceptance of the order by the Seller may also result from the dispatch of the Products and/or the sending of the invoice by the Seller.
However, if the Seller has knowledge of the Buyer's financial difficulties, it reserves the right to make acceptance of the order subject to cash payment, including before the Products are picked up, or to the presentation of demand guarantees from its bank. Failing this, the order may be refused or cancelled without the Buyer being entitled to claim any compensation whatsoever.
In addition, the Seller reserves the right to pass on and bill the Buyer for all costs that are unforeseeable at the time of accepting the order, as well as all costs resulting from late changes to, or cancellation of, an order.
Furthermore, the Seller's price lists, catalogues or advertising materials do not constitute an offer and the Seller reserves the right to withdraw a Product or modify its characteristics without notice. The updated characteristics of the Seller's Products are available to the Buyer on the website (www.edilians.com) or on request from the Seller; the latter is at the Buyer's disposal to confirm their choice. As the Seller does not provide any aesthetic guarantee for the Products, the rendering of colours in photographs/drawings/pictograms is not binding on the Seller. In the event of slight differences in shade between tiles of the same colour, the Buyer is advised to mix the Products is such a way as to compensate for the slight differences in colour inherent in the firing process and the raw material.
The Seller reserves the right to refuse any order when the quantities ordered need to be delivered at intervals over the year. Similarly, when the quantities ordered by the Buyer differ significantly from the Buyer's order history, presupposing bad faith with regard to the economic context (shortage of Products, price increase announced in advance, etc.), the Seller will have the option of not accepting the said order; this is because the Seller must be in a position to supply Products to all its customers.
ARTICLE 2: PRICES
Unless otherwise agreed, the Products are sold at the price indicated in the order acknowledgement, subject to being picked up within fourteen (14) days from the date the Products are made available.
The prices shown in the current catalogues, flyers or price lists are given purely for information and may be revised by the Seller without notice in light of changes in economic conditions, particularly in the event of significant variations in the price of raw materials or other economic factors. Prices are stated exclusive of tax. Price reductions (discounts and rebates) may be granted in the form of special terms and conditions of sale, in particular by means of one-off agreements. Price reductions apply to sales excluding tax, eco-contribution, packaging, returnable pallets and transport paid in full by the Buyer in the course of the calendar year.
The Seller, in its capacity as a marketer of construction products and materials, is subject to Extended Producer Responsibility, i.e. it is responsible for the eco-design and management of waste from its products, in accordance with Article L.541-10-1 4° of the French Environmental Code. The Buyer hereby accepts that the full amount of the eco-contribution borne by the Seller, as billed by the eco-organisation which it has chosen to join, will be passed on to it in full, over and above the sales price of the product, and the Buyer may not benefit from any rebate or discount in this respect. In the event of an increase in this amount, which applies immediately, it will be directly passed on to the Buyer without prior notice.
In accordance with Article L.541-10-13 of the French Environmental Code, the unique identifier attesting to the Seller's compliance with its obligations is mentioned on the following web page: https://edilians.com/mentions-legales, under the number: FR232442_04SDJI.
The Buyer accepts and acknowledges that any dispute by it relating to the Year End Bonus (YEB) due by the Seller, pertaining to the current calendar year, must be submitted to the Seller within twelve (12) months following the end of the current calendar year. Once this time limit has expired any claims from the Buyer relating thereto will be strictly inadmissible.
Any claim submitted to the Seller and for which the Seller requests clarification or additional information from the Buyer and where said requests are not replied to within a period of 60 days, will result in the said claim being cancelled due to the impossibility of establishing the causes and liability of the Parties thereof.
ARTICLE 3: DELIVERY
ARTICLE 3.1: PACKING AND PACKAGING
The Products shall be delivered packaged in accordance with the methods in force at the time of their manufacture.
In the event of delivery on returnable pallets, the amount of the deposits will be indicated on the invoice and shall be payable under the same conditions as the Products. The Buyer will also be billed for the cost of restoring the pallets and for logistics costs. Reimbursement of the deposits will only be due once the pallets in question have been returned within the period indicated by the Seller. This system is in no way comparable to a sale and shall not entail transfer of ownership.
ARTICLE 3.2: STOWING AND LOADING
The Products shall be stowed in accordance with the practices and conditions set out in the Seller's loading protocol.
No claims will be entertained by the Seller in the absence of a reservation made by the Buyer or its representative at the time of loading.
ARTICLE 3.3: SHIPPING AND TRANSFER OF RISK
Unless otherwise agreed between the parties, the Products:
- shall be delivered Ex-Works (EXW) (INCOTERMS® ICC, 2010);
- shall be made available to the Buyer in a yard or on a truck, and;
- shall travel at the Buyer's own risk.
Deliveries will only be made according to the availability of the Products and transport and in the order in which orders arrive. The delivery dates given by the Seller are provided for information only. Any delivery after these dates may not give rise to any withholding or compensation.
However, a Buyer who has not received their delivery by the estimated date given may cancel all or part of their order seven (7) days after notice has been provided without result. In addition, the period indicated shall be automatically suspended further to any event beyond the Seller's control that results in a delay in delivery.
In any event, delivery within the stated time frame can only take place if the Buyer is up to date with all their obligations towards the Seller.
As carriers shall be liable for any damage, loss, etc. pursuant to Article L.133-1 of the French Commercial Code, it is the responsibility of the consignees, in accordance with the said Article L.133-3, to immediately make the necessary observations and to take recourse against the carriers themselves.
ARTICLE 3.4: UNLOADING / HANDLING
Where the Buyer picks up the Products from the site designated for this purpose by the Seller, the Buyer must ensure that it has all the means required to transport the goods (means of transport suitable for the load in question, etc.).
Unless agreed otherwise, the Buyer is responsible for shipping and unloading the Products.
The Buyer declares that it has the means required to carry out the said operations at its own expense. Any problems in transporting or unloading the Products are attributed to the Buyer who shall bear any corresponding costs.
When the Products are delivered and shipped by the Seller, the Buyer must ensure it has all the means necessary at the place of delivery to unload the Products.
In the event of delivery to a work site or delivery to a company designated by the Buyer (roofing or masonry contractors etc.), the Products shall be deemed to have been delivered and accepted when the truck arrives at the work site or on the company's premises and before the Products are unloaded (regardless of whether they are delivered in bulk or on pallets), which shall be carried out at the Buyer's expense and under its responsibility.
The Buyer declares it has the necessary means to unload the Products and undertakes to unload the Products at its own expense, as soon as possible after they arrive.
Any problems or delay in unloading the Products are attributed to the Buyer who shall bear any corresponding costs.
ARTICLE 3.5: ACCEPTANCE
It is incumbent on the Buyer to receive the products and notify the carrier of any missing products by indicating the details in a reservation on the consignment note.
Any apparent defect in the Products delivered must be notified to the carrier by registered letter with acknowledgement of receipt or AR24 within three (3) working days of receipt by the Buyer, who must specifically inform the Seller of this.
Any claim relating to an apparent defect which has not been notified within the aforementioned period will not be taken into account by the Seller.
In the event of a latent defect affecting the Products of which the Buyer becomes aware after receiving the goods, the Buyer must inform the Seller by registered letter with acknowledgement of receipt within seven (7) working days. This period begins to run from the date on which the latent defect is discovered, with proof of discovery being incumbent on the Buyer.
No claim relating to the existence of a latent defect affecting the Products may be made after the expiry of this period.
In the event of a claim made by the Buyer, payment for the Products concerned shall not be suspended and remains due.
In any event, the Products must remain accessible to the Seller until the complaint has been settled.
Any claim submitted to the Seller and for which the Seller requests clarification or additional information from the Buyer and where said requests are not replied to within a period of 60 days, will result in the said claim being cancelled due to the impossibility of establishing the causes and liability of the Parties thereof.
ARTICLE 3.6: FORCE MAJEURE
The Seller may not be held liable for a failure or delay in making the Products available due to a case of force majeure as defined by case law.
Any delay beyond the scheduled delivery date resulting from an event of force majeure shall not give rise to any claim or financial compensation.
Also, in such circumstances, the Seller reserves the right to cancel or modify the performance of its obligation to make the goods available, without entitling the Buyer to financial compensation.
ARTICLE 4: GUARANTEES
The Seller's guarantee consists of replacing Products acknowledged to be defective, i.e. unfit for use, by the Seller, with identical or similar products, according to availability, it being specified that the cost of any labour relating to this replacement is at the Buyer's expense. The replacement of Products or the supply of another Product shall not result in the creation of new guarantee conditions and shall not extend the original conditions of these guarantees.
The Seller reserves the right to supply another type of product in the event that the Seller has stopped marketing the Products for which the guarantee is being called in.
The guarantees do not apply to damage or accident(s) caused by:
- The Buyer's negligence;
- Poor maintenance, handling or storage;
- Natural wear and tear;
- An abnormal use of the Product, i.e. use that does not comply with its specifications, with the standards set out in the DTU (Document Technique Unifié - Application Standards for Construction) in force on the day of installation, or with the rules of the trade;
- A defect in the Product found to be unsuitable for the specific use for which it was used by the Buyer where the Buyer did not notify the Seller of its intended use;
- A defect caused by another component/Product with which the Buyer associated it;
- An intervention by a third party on the Products without the specific prior consent of the Seller.
The Seller does not guarantee the watertightness of roofing when clay accessories have been used that do not come from its range of Products.
Also, the Seller does not guarantee the compatibility of its Products with any type of glazing. In the event of a claim concerning glazed Products, the claimant must provide proof that a prior compatibility test between the shard of the tile and the glazes has been previously carried out and has yielded positive results in order for the claim to be considered by the Seller.
The Seller's liability shall be strictly limited to the replacement or reimbursement of the Product concerned by the claim, to the exclusion of any other damages and compensation whatsoever.
The Seller shall not be liable for any consequential and/or indirect damages that the Buyer or any third party may claim, regardless of the cause or basis of such liability.
All trade products supplied with the Products shall be guaranteed for a period that may not exceed that given by the supplier of the Product in question. The guarantees applicable to these trade Products can be obtained from the Seller.
ARTICLE 5: USING THE PRODUCTS.
The installation of the Seller's Products is the responsibility of the third party in charge of this installation work and they are responsible for:
- Choosing the right Product for the right application;
- Compliance of the installation with the rules of the trade and regulations in force;
- Possession of the DTU documents published by the Centre Scientifique et Technique du Bâtiment in force on the day of the order and concerning the Product in question; or, in the absence of DTU documents, the Products must be used in compliance with the rules of the art concerning traditional Products and with the rules of use set down in the technical notice, DTA (application document), professional rules or certification for Products subject to them.
- Possession of current documentation, forwarded or made available by the Seller, in particular on the Seller's website.
Failing this, the Seller cannot be held liable, and no guarantee will apply, in the event of any mistake in selecting the Product, any non-conformity in installing the Product or any failure to be in the possession of documentation if such documentation was not requested, nor shall the Seller be held liable for any of the consequences of the above.
ARTICLE 6: FILLING ORDERS
In the event of a delay in filling an order that is caused by the Buyer, the Seller shall be entitled to cancel all or part of the order, seven (7) days after formal notice has remained without effect, without prejudice to any damages that may be claimed by the Seller.
ARTICLE 7: BILLING –PAYMENT – PENALTIES
In the absence of any special conditions to the contrary, invoices shall be payable within thirty (30) days following the end of the month in which the invoice was issued. Payment within the meaning of these GTC corresponds to the actual collection of the sums due.
Any offsetting of payments is subject to the Seller's specific prior written consent.
For all orders of Non-Traditional Products, such as glazed roof tiles, curb members, the purchase of raw materials for the manufacture of on-demand products (the examples cited above cannot be deemed to form an exhaustive list), the Buyer will be requested to pay a deposit or down payment upon placing the order. This down payment will be determined by the Seller with regard to the order amount, it being understood that, for orders under €20,000, the advance payment percentage cannot be less than 30%, and for orders over €20,000, it will vary between 15% and 30% according to the product in question, at the Seller's discretion.
All Non-Traditional Products ordered but not picked up within 60 days of the order date will be billed in full.
In the event of late payment, unpaid bills on the due date or a due date deferred without the Seller's express prior agreement, all sums owed by the Buyer shall become immediately payable. Any payment made to the Seller will be deducted from the sums due, whatever the cause, starting with those which are the oldest to fall due.
In the event of a change in the Buyer's legal situation that is likely to affect their ability to honour their commitments, the Seller reserves the right, even after partial execution of an order, to demand guarantees or to cancel orders in progress.
A dispute concerning a delivery may not justify failure by the Buyer to pay the corresponding sum.
No discount will be granted for early payment.
ARTICLE 7.1: LATE PAYMENT
Any sum not paid by the due date will bear interest at a rate equal to the interest rate applied by the ECB to its most recent refinancing operation on the due date of the applicable payment period, plus ten (10) percentage points.
Interest will begin to accrue from the day following the payment date shown on the invoice and will continue to accrue until the day of full payment of all the sums owed to the creditor.
In the event of late payment, a €40 lump sum for collection costs will be added to the late payment penalties owed to the Seller. These late payment penalties and collection costs shall be immediately payable. If the collection costs actually incurred are higher than this fixed amount, additional compensation may be requested from the Buyer, upon justification, in accordance with Article L.441-6 of the French Commercial Code.
ARTICLE 8: RETENTION OF TITLE CLAUSE
By virtue of Article L.624-16 of the French Commercial Code, the Products sold shall remain the property of the Seller until the principal and other accessory charges have been paid in full. Any clause to the contrary shall be deemed unwritten. The Buyer shall ensure that the Products can always be identified.
Payment is deemed to have been made, and the Buyer released from its obligation, as soon as the price has been effectively collected by the Seller.
The above provisions do not prevent, as from delivery of the Products, the transfer to the Buyer of the risks of loss of, or damage to, the Products subject to retention of title, or any damage they may cause.
If the Seller holds a receivable due to it by the Buyer, it is agreed between the parties that the Seller may invoke the rights it holds under this retention of title clause with respect to all Products in the Customer's possession, which are presumed to be the subject of the receivable. Thus, they may be validly seized by the Seller or claimed by it as compensation for unpaid invoices.
In the event of garnishments or other interventions by a third party on the Products, the Buyer must inform this third party that the Products are subject to a retention of title clause and that they belong to the Seller and must also inform the Seller of this without delay in order to enable the Seller to oppose such action and assert its rights.
The Buyer shall also refrain from pledging or transferring ownership of the Products by way of security and undertakes to hold the Products as the unseizable property of the Seller until the price has been paid in full. Therefore, any deterioration of the Products subject to the retention of title clause may not be taken back and the Buyer shall remain liable for payment of the price.
ARTICLE 9: INTERNATIONAL SANCTIONS
By signing this Agreement, the Buyer warrants that it is not a Sanctioned Entity, i.e., an entity with which the Seller may not do business due to the existence of an embargo. The Buyer also guarantees that it is not an entity that controls, is controlled by or is under common control with a sanctioned entity within the meaning of Article L.233-3 of the French Commercial Code.
In the event that the Buyer becomes a sanctioned entity, it undertakes to notify the Seller immediately of this. The Buyer shall inform the Seller of the final destination of the products, taking into account the lists of sanctioned entities available on the website of the French Ministry of the Economy, Finance and Industrial and Digital Sovereignty.
In the event of any situation contrary to business ethics and organisational principles as described in the Edilians Group Code of Ethics, the Seller reserves the right to suspend or terminate all or part of the contract, without incurring any liability.
ARTICLE 10: INVALIDITY OF A CLAUSE
The invalidity of any clause in these GTC shall not invalidate the other clauses, which shall remain in full force and effect. In such a case, the Parties will make every effort to replace the invalid clause with a valid one.
ARTICLE 11: LIMITATION
The rights and obligations of the Parties arising out of their commercial relationship shall expire one (1) year after delivery of the Products. No legal action may be taken once this period has passed.
ARTICLE 12: NON-DISCLOSURE
Any documents relating to the Products (hereinafter "Confidential Information") disclosed by one of the Parties to the other may not under any circumstances be used without the written consent of the disclosing Party, nor may they be copied, reproduced or communicated to a third party. The Seller retains full ownership and all intellectual property rights relating to such Confidential Information. Any Confidential Information disclosed by either Party shall be returned to the disclosing Party at its request.
ARTICLE 13: APPLICABLE LAW – SETTLING DISPUTES
The GTC are governed by French law, without regard to its conflicts of law provisions. The parties specifically exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. Any conflict arising from or concerning the sale of Products by the Seller shall be submitted to mediation in accordance with the Mediation Rules of the CMAP (Centre de Médiation et d'Arbitrage de Paris, Chambre de Commerce et d'Industrie de Paris - 39 avenue Franklin D. Roosevelt, 75009 Paris), to which the parties undertake to adhere. The duration of the mediation shall not exceed sixty (60) days. If the parties have not reached an agreement by the mediation deadline, the disagreement in question will fall within the exclusive jurisdiction of the Commercial Court in the region of the Seller's registered office.
ARTICLE 14: RETURN OF GOODS
Non-defective Products may only be returned with the Seller's prior written consent, accompanied by the delivery note and invoice references concerned, within six (6) months of delivery. Account will be taken of a 0% to 50% reduction in the invoiced price depending on the time taken to return the Product in question. Return shipping costs are at the Buyer's expense, except in the case of apparent defects found by the Seller, in which case they will be at the Seller's expense.
Products must be returned to the shipping or pick-up site. Any return to another site will not be taken into consideration.
ARTICLE 15: PROVISION OF SERVICES
A proposal may be made to the Buyer to supply specific services that will give rise to the signing of an agreement with the Seller.
ARTICLE 16: INTELLECTUAL PROPERTY RIGHTS - CONFIDENTIAL INFORMATION
All samples, proposals, drawings and documentation prepared or revealed by the Seller are and shall remain the absolute property of the Seller and shall be considered confidential, whether or not they are designated as such. Therefore, the Buyer may not reveal them to third parties.
The Buyer shall not have any ownership or other rights to the Seller's intellectual property and may not register or apply for the registration of, anywhere in the world, any patent, trademark, trade name, copyright or design that is similar to, or an imitation of, any of the Seller's patents, trademarks, trade names, copyrights or designs.
The Buyer undertakes to keep the information communicated by the Seller confidential and to reveal it to its employees, consultants and legal advisors only if necessary.
Therefore, any use of the Seller's visual identity (drawing, image, representation of the Seller's brand, logo, etc.) is subject to the Seller's prior written authorisation. Any use of the Seller's visual identity likely to cause the Seller a disturbance of any kind whatsoever, or to cause damage to its brand image, is specifically forbidden and liable to the payment of compensation.
ARTICLE 17: PERSONAL DATA
In the context of their contractual relationship, the Parties undertake to comply with the regulations in force applicable to the processing of personal data and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (hereinafter, "the General Data Protection Regulation" or "GDPR"). Each Party remains responsible for its own personal data.
The Seller processes the contact data of its customers (including, in particular, the Buyer) for the purposes of managing the commercial relationship and, unless a customer objects, sending commercial communications. This processing is based on legitimate interests (performance of the contractual relationship and sales promotions).
Data are kept for the duration of the contractual relationship, then archived in accordance with current regulations. In the case of canvassing operations, the Seller will keep the data for an additional period of three (3) years from the end of the commercial relationship or the last contact.
The data are intended for use by the Seller's authorised staff and any sub-contractors.
Data subjects have a right of access, rectification, deletion, opposition, limitation, and definition of post-mortem instructions, which they may exercise by writing to the following address: 65, chemin du Moulin Carron, 69570 Dardilly, FRANCE, or by email to donneespersonnelles@edilians.com. They may also file a complaint with the CNIL.
EDILIANS, a société par actions simplifiée (simplified joint stock company) with capital of €161,227,700
Registered office: 65, chemin du Moulin Carron, 69570 Dardilly, FRANCE
SIREN 449 354 224 LYON Trade and Companies Register / APE code 2332Z / EU VAT FR 43 4